Incorporation of Companies (Chapter II, Companies Act, 2013)
Prospectus and Allotment of Shares (Chapter III)
Share Capital (Chapter IV)
Debenture and Bonds (Chapter IV)
Acceptance of Deposits (Chapter V)
Management and Administration (Chapter VII)
Accounts of Companies (Chapter IX)
Corporate Social Responsibility (Chapter IX)
Audit and Auditors (Chapter X)
Appointment and Qualification of Directors (Chapter XI)
Related Party Transactions (Chapter XII)
Liability of Directors and KMP (Chapter XII)
Board Committees (Chapter XII)
Board Meetings (XII)
Secretarial Audits (Chapter XIII)
Mergers and Amalgamation (Chapter XV)
Oppression and Mismanagement (Chapter XVI)
Secretarial Standard 2
Professional Ethics for Independent Directors. (Schedule IV, Companies Act, 2013 - Code for Independent Directors)
Introduction
Do you want to become an independent director?
Do you want to be appointed by the Board of a large company?
There is an increasing demand for skilled independent directors, as more and more companies are coming under the requirement of having a minimum set of independent and non-executive directors.
This has happened owing to amendments in Companies Act, rapid formalization of Indian SMEs and exponential growth of startups.
Independent directors play a very important role in the governance of a company, by ensuring that the decisions of the board of directors are impartial, without any conflict of interest and thus, preventing any instances of misgovernance in the functioning of the company.
Serving as an independent director is a matter of great prestige for an individual.
HR managers, compliance professionals and entrepreneurs are equipped to attempt the Independent Directors' exam and serve the role of an independent director on the board of a company.
Even if you are an executive director, qualifying this exam sends a strong signal that you are conversant with corporate governance best practices.
To become an independent director, you need to qualify an exam.
Duties of an Independent Director:
- Bring an independent and objective view on the Board of Directors deliberations.
- Scrutinize the performance of the management, including the Board.
- Ensure the integrity of the Financial statements and risk management system.
- Protect the interests of all stakeholders, specially the minority shareholders.
- Balance conflict of interests and determine remuneration of the directors and other Key Managerial personnels.
Why the self-assessment proficiency test?
Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014 has made it mandatory for all independent directors who names are registered with the Independent Director Database to pass the online proficiency self-assessment test, conducted by the Indian Institute of Corporate Affairs (IICA) within a period of two years from the date of inclusion of his name in the databank.
Failing to pass the proficiency test within the above mentioned period shall result in removal of name from the databank of the IICA.
To know about the category of personnels who are exempted from taking the test, please refer to the latest amendments made by the Ministry of Corporate Affairs in the Companies Act ((Appointment and Qualification of Directors) Rules, 2014.
Training Methodology

Online 24/7 access
Access to basic study material through an online learning management system, Android and iOS app

Live Online Classes and Mocks
1 topic-wise mock in every class | 5-subject-wise mocks to practice answers | 6 full length monthly mocks.

Convenient Class timings
Classes are held after regular work hours. Typically classes are kept on Sunday afternoon or 7-8 pm on other days.

Live Doubt Clearing
You can ask questions, get your doubt cleared live as well as through online forums
Money-back guarantee
If you take this course, follow it diligently for a month, do all the exercises but still do not find value in it, or not able to understand or follow it or not find it good for any reason, we will refund the entire course fee to you. It is a 100% money-back guarantee with only one condition, you must pursue it properly for a month. If you don’t find it valuable after that, get your entire money back.
Here are some of our faculty members
Note: This is an indicative list of our guest faculty members and not an exhaustive list. We may change the faculty members at any point based on availability.
Syllabus
Securities Contract (Regulation) Act, 1956.
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
SEBI (Prohibition of Insider Trading) Regulations, 2015
How to Read a Balance Sheet?
Understanding Financial Statements
Due Diligence before joining a Board
Exemplary Board
Board Effectiveness and Culture
Building Resilient Company: Board’s Role
Governance of Committees
Governance of Strategy
Managing CSR and Engaging Stakeholders
Board Evaluation
Evaluation of Independent Directors
Case Study.